REPORT OF EXAMINATION OF THE 2-10 HBW WARRANTY OF CALIFORNIA, INC. AS OF DECEMBER 31, 2010

Transcription

1 REPORT OF EXAMINATION OF THE 2-10 HBW WARRANTY OF CALIFORNIA, INC. AS OF DECEMBER 31, 2010 Filed April 20, 2012

2 TABLE OF CONTENTS PAGE SCOPE OF EXAMINATION... 1 COMPANY HISTORY... 2 MANAGEMENT AND CONTROL:... 2 Management Agreements... 4 TERRITORY AND PLAN OF OPERATION... 5 REINSURANCE... 6 FINANCIAL STATEMENTS:... 6 Statement of Financial Condition as of December 31, Underwriting and Investment Exhibit for the Year Ended December 31, Reconciliation of Surplus as Regards Contract Holders from December 31, 2005 through December 31, COMMENTS ON FINANCIAL STATEMENT ITEMS: Claims Adjusted and Unpaid or in Process of Adjustment SUMMARY OF COMMENTS AND RECOMMENDATIONS: Current Report of Examination Previous Report of Examination ACKNOWLEDGMENT... 11

3 Los Angeles, California January 20, 2012 Honorable Dave Jones Insurance Commissioner California Department of Insurance Sacramento, California Dear Commissioner: Pursuant to your instructions, an examination was made of the 2-10 HBW WARRANTY OF CALIFORNIA, INC. (hereinafter also referred to as the Company) at the primary location of its books and records, East Harvard Avenue, Denver, Colorado SCOPE OF EXAMINATION We have performed our single-state examination of the Company. The last examination was completed as of December 31, This examination covers the period from January 1, 2006 through December 31, The present examination included a review of the Company s practices and procedures, examination of managements records, test and analysis of detailed transactions and an evaluation of assets and a determination of liabilities as of December 31, 2010, as deemed necessary under the circumstances. In addition to those items specifically commented upon in this report, other phases of the Company s operations were reviewed including the following areas that require no further comment: corporate records; fidelity bonds and other insurance; pensions, stock ownership and insurance plans; growth of company; loss experience; accounts and records; statutory deposits; and sales and advertising.

4 COMPANY HISTORY The Company is a member of an insurance holding company system. On July 27, 2009, an ownership restructuring transaction took place which resulted in a change in the ultimate ownership of the Company. The new ultimate controlling company of the insurance holding company system, effective July 27, 2009, is SP HBW Holdco, LLC, a Delaware limited liability company holding 37% interest, along with other equity holders, all of which hold less than ten percent equity interest. This change is ownership structure affected only the indirect parents of the Company. The Company continues to be a wholly-owned subsidiary of HBW Services, LLC. HBW Services, LLC remains a wholly-owned subsidiary of Arias Acquisitions, Inc., which remains 100% owned by HBW Holdings, Inc. This transaction was approved by the California Department of Insurance (CDI) on May 28, On January 24, 2008, the Company paid an extraordinary cash dividend of $2 million to its parent, HBW Services, LLC. This dividend was approved by the CDI. In December 2009, the Company paid an ordinary cash dividend of $490,332. In 2010, the Company declared an ordinary cash dividend of $696,000 that was paid during the first quarter of MANAGEMENT AND CONTROL The Company is a wholly-owned subsidiary of HBW Services, LLC, a Delaware limited liability company. The following organizational chart depicts the Company s relationship within the holding company system: 2

5 Other Equity Holders SP HBW HOLDCO, LLC 63% 37% 90% ARIAS HOLDINGS, LLC (Delaware) 2-10 HOLDCO, Inc. (Delaware) Restricted Stock Unit Holders 10% 99.91% BRERA HBW, LLC 0.01% HBW Insurance Group, Inc. (Delaware) HBW Holdings, Inc. (Delaware) Red Rocks Builders, Inc. (Colorado) 95% Arias Acquisitions, Inc. (Florida) New Home Warranty Insurance Company, A Risk Retention Group (District of Columbia) Builder Members 5% HBW Services, LLC (Delaware) Home Buyers Warranty Corporation (Colorado) Home Buyers Warranty Corporation VI (Florida) HBW Insurance Services, LLC (Georgia) Bridgeworks Commercial Management, LLC (In Runoff) (Georgia) HBW Warranty Administration, LLC (Delaware) Home Buyers Resale Warranty Corporation (Michigan) 2-10 Home Buyers Warranty of Oklahoma, Inc. (Oklahoma) 2-10 Home Buyers Warranty of Virginia, Inc. (Virginia) 2-10 HBW Warranty of California, Inc. (California) Home Buyers Warranty Corporation III (Colorado) HBW Insurance Services of Texas, Inc. (Texas) HBW Insurance Services, LLC Dissolved 1/28/09 (Arizona) *All ownership is 100% unless otherwise noted. Management of the Company is vested in a two-member board of directors elected annually. A listing of the members of the board and principal officers serving on December 31, 2010 follows: 3

6 Directors Name and Residence Michael G. Bartosch Highlands Ranch, Colorado Mark C. Lewis Centennial, Colorado Principal Business Affiliation President 2-10 HBW Warranty of California, Inc. Treasurer and Chief Financial Officer 2-10 HBW Warranty of California, Inc. Principal Officers Name Michael G. Bartosch Joan M. Riordan Mark C. Lewis Scott J. Cromie Curtis J. Addison Scott D. Zinn Paul G. Zuckerman(*) Title President Secretary Treasurer and Chief Financial Officer Vice President Vice President - Finance Senior Vice President Sales & Marketing Vice President and Corporate Controller (*) Resigned effective 5/6/2011. No replacement has been named. Management Agreements Management Agreement: The Company is a party to a Management Agreement (Agreement) dated March 1, 1993 with its affiliate, Home Buyers Resale Warranty Corporation (HBRWC), a Michigan corporation. Services provided by HBRWC include: claims, underwriting, accounting, and data processing. Claims processing costs are allocated to the Company based on its proportionate share of paid claims among the affiliates. Compensation for all other services is determined by allocating HBRWC s administrative and overhead costs proportionally based upon gross revenue among the companies for which HBRWC performs these services. This agreement was filed and approved by the California Department of Insurance (CDI) as required under California Insurance Code (CIC) Section (b)(4). Under the terms of the agreement the following fees were paid: $823,166 in 2006, $676,509 in 2007, $711,326 in 2008, $689,728 in 2009, and $549,081 in

7 Marketing Agreement: The Company has a Marketing Agreement dated January 1, 1999 with its affiliate, HBRWC. Under the terms of the agreement, HBRWC provides a marketing program for the Company s resale home protection contracts. HBRWC receives a fee of 17% of the cost of each home warranty contract for full-time resale specialists and 8% for part-time resale specialists. This agreement was filed and approved by the CDI as required under CIC Section (b)(4). Fees paid under this agreement were: $766,373 in 2006, $811,885 in 2007, $634,045 in 2008, $584,108 in 2009, and $504,457 in Tax Consolidation Agreement: Subsequent to the examination date, on September 20, 2011 the CDI approved the Company s Form D filing exemption request regarding a new tax consolidation agreement. The Company s new Tax Consolidation Agreement, effective December 31, 2010, is between 2-10 Holdco, Inc., the Company s higher tiered parent, and each of its subsidiaries which qualify for consolidated tax return treatment. The terms of the new agreement remains identical to the agreement previously approved by the CDI on May 15, 2002, other than the addition of new affiliated companies and deletion of affiliated companies due to dissolution or merger. Home Buyers Warranty Corporation, a Colorado corporation, remains the affiliate responsible for making federal income tax estimates and final payments on behalf of the affiliated group. Under the terms of the agreement, each company shall compute its separate tax liability as if it had filed a separate tax return. TERRITORY AND PLAN OF OPERATION The Company is licensed to transact home protection business only in the State of California. In 2010, the Company had direct written premiums of approximately $2.8 million. The Company specializes in resale business and utilizes sales representatives to market its product through the real estate community. The basic warranty contract is generally one year in length and covers major mechanical and plumbing systems as well as certain appliances for single-family residential units and multi residential units. 5

8 REINSURANCE The Company has no assumed or ceded reinsurance in force. FINANCIAL STATEMENTS The financial statements prepared for this examination report include: Statement of Financial Condition as of December 31, 2010 Underwriting and Investment Exhibit for the Year Ended December 31, 2010 Reconciliation of Surplus as Regards Contract Holders from December 31, 2005 through December 31,

9 Statement of Financial Condition as of December 31, 2010 Ledger and Nonledger Assets Not Net Admitted Assets Assets Admitted Assets Note Bonds $ 4,051,775 $ $ 4,051,775 Cash and short-term investments 663, ,392 Home protection contract fees receivable 511,505 6, ,448 Receivables from Parents Subsidiaries and Affiliates 12,433 12,433 Interest income due and accrued 27,395 27,395 Total assets $ 5,266,500 $ 18,490 $ 5,248,010 Liabilities, Surplus and Other Funds Claims adjusted and unpaid or in process of adjustment $ 126,417 (1) Other expenses 212,401 Federal income taxes 143,799 Unearned home protection contract fees 1,318,751 Total liabilities 1,801,368 Common capital stock $ 200,000 Gross paid in and contributed surplus 250,000 Unassigned funds (surplus) 2,996,642 Surplus as regards contract holders 3,446,642 Total liabilities, surplus and other funds $ 5,248,010 7

10 Underwriting and Investment Exhibit for the Year Ended December 31, 2010 Statement of Income Underwriting Income Home protection contract fees earned $ 3,129,124 Deductions: Claims incurred $ 1,331,708 Claims service expense incurred 250,904 Other underwriting expenses incurred 1,079,653 Total underwriting deductions 2,662,265 Net underwriting gain 466,859 Investment Income Net investment income earned $ 108,616 Net realized capital loss (10) Net investment gain 108,606 Other Income Miscellaneous (finance charge income) $ 93,473 Total other income 93,473 Net income before federal income taxes 668,938 Federal income taxes incurred (172,133) Net income $ 841,071 Capital and Surplus Account Surplus as regards contract holders, December 31, 2009 $ 2,617,337 Net income $ 841,071 Change in nonadmitted assets (11,766) Change in surplus as regards contract holders for the year 829,305 Surplus as regards contract holders, December 31, 2010 $ 3,446,642 8

11 Reconciliation of Surplus as Regards Contract Holders from December 31, 2005 through December 31, 2010 Surplus as regards contract holders, December 31, 2005 per Examination $ 2,200,109 Gain in Surplus Loss in Surplus Net income $ 3,747,580 $ Change in nonadmitted assets 10,715 Dividend paid 2,490,332 Totals $ 3,747,580 $ 2,501,047 Net increase in surplus as regards contract holders 1,246,533 Surplus as regards contract holders, December 31, 2010, per Examination $ 3,446,642 9

12 COMMENTS ON FINANCIAL STATEMENT ITEMS (1) Claims Adjusted and Unpaid or in Process of Adjustment Based on a review of claims payments and reserves subsequent to the examination date, the reserves for the above captioned account appear to be reasonable and have been accepted for purposes of this examination. SUMMARY OF COMMENTS AND RECOMMENDATIONS Current Report of Examination None Previous Report of Examination Management and Control (Page 3): Although the Company's bylaws were amended in 2002 to change the number of board members to one, it was recommended that the Company amend its bylaws to require additional directors. The Company has complied. Corporate Records (Page 4): It was recommended that the Company implement procedures to ensure that specific references to amounts, facts, and the value of the securities are documented in its board minutes to comply with California Insurance Code (CIC) Section The Company has complied. Corporate Records (Page 4): It was recommended that the Company implement procedures to ensure future compliance with CIC Section 735. The Company has complied. Cash on Hand and on Deposit (Page 9): It was recommended that the Company establish written escheat procedures, transfer stale checks to an escheatable account, and escheat unclaimed property to the State of California Controller s Office as required by the California Unclaimed Property Act. The Company has complied. 10

13 ACKNOWLEDGMENT Acknowledgment is made of the cooperation and assistance extended by the Company s officers and employees during the course of this examination. Respectfully submitted, /S/ Sunny Ko, AFE Examiner-In-Charge Associate Insurance Examiner Department of Insurance State of California 11